Milbank Advises the Initial Purchasers and RCF Lenders on the Financing of the Acquisition of Somacis by Bain Capital and of AT&S Korea by Somacis

Milbank LLP represented the initial purchasers in connection with the offering of €550 million senior secured floating rate notes due 2031 by Castello (BC) Bidco S.p.A. (the “Offering”) for purposes of financing (i) Bain Capital’s acquisition of SO.MA.CI.S. S.p.A. (“Somacis”) and (ii) Somacis’ acquisition of AT&S Korea CO., LTD. (“AT&S Korea”). Milbank LLP also represented the lenders on a €100 million super senior revolving credit facility.

The initial purchasers included Morgan Stanley & Co. International plc, BofA Securities Europe SA, Crédit Agricole Corporate and Investment Bank, Nomura Financial Products Europe GmbH and UBS Europe SE.

The gross proceeds from the Offering will be used, together with other funding, directly or indirectly, (i) to fund the payment of the purchase price for the acquisition by Castello (BC) Bidco S.p.A. of Somacis, (ii) to provide a loan to Somacis to fund the repayment of Somacis debt, (iii) to provide a loan to Somacis to fund the payment of the purchase price for the acquisition of AT&S Korea, (iv) for general corporate purposes and (v) to pay fees and expenses in connection with the aforementioned transactions.

Founded in 1972 in Castelfidardo (Ancona, Italy), Somacis is a global manufacturer and a European leader in high-complexity printed circuit boards. Its products are primarily targeted at the MedTech and Aerospace & Defense sectors, with the remainder serving high-specification applications across Datacom/AI, Automotive and Industrial Technologies, including semiconductor testing. Somacis is expected to acquire AT&S Korea by April 30, 2025. AT&S Korea specializes in delivering high-quality, customized solutions to a strong MedTech customer base. Its product portfolio includes hearing aids, bionic implants, medical wearables and other advanced medical applications.

The Milbank team was led by European Leveraged Finance/Capital Markets partners Rebecca Marques, Suhrud Mehta, Laura Bonamis; associates Tom Neilson, Stefanos Serfas, Alexandros Makris, Katherine Williams, Raiyan Chowdhury, Facundo González Bustamante; and legal assistant Alexander Hamilton. The team also included New York Tax partners Eschi Laridjani-Rahimi and Craig Cohen and associate Seth Moreida.